SEC V Shunrize Jeff Pan

Case 1:14-cv-03030-RWS Document 1 Filed 09/22/14 Page 1 of 30
IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
:
SECURITIES AND EXCHANGE :
COMMISSION, :
:
Plaintiff, : Civil Action No.
v. :
:
:
ZHUNRIZE, INC., and
JEFF PAN,
:
:
:
Defendants. :
:
1:14-CV-3030-RWS
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff, Securities and Exchange Commission (Commission), files its
complaint and alleges that:
OVERVIEW
1. This case concerns an ongoing fraudulent scheme operated by Zhunrize,
Inc. (Zhunrize), an Atlanta-based multilevel marketing company, and J eff Pan
(Pan), Zhunrizes CEO that has raised over $100 million from investors
worldwide.
2. Zhunrize purports to be a legitimate multi-level marketing business by
which members purchase online stores and then sell merchandise through them,

while earning commissions on products purchased by their customers and through
store sales to other members and hosting fees paid by those members.
3. In fact, the company is operating as a pyramid scheme because it depends on
the continual recruitment of new members to generate the returns it pays its
members. The company offers compensation plans to investors that are based on
recruitment, with the most lucrative returns based on recruitment by subsequent
members in a members downline. The company earns virtually no profit from
product sales. A majority of the stores (online websites which are what
members purchase) sold by the company cannot sell product.
4. From 2012 to the present, the company has taken in approximately $105
million from investors who have purchased approximately 77,000 stores.
5. In its promotional materials, Zhunrize touts the ability to earn commissions
from the sale of products, both through the owners store and through downstream
owners stores. For example, a Zhunrize promotional video differentiates Zhunrize
from other on-line multi-level marketing plans, claiming that the Zhunrize model
has sustainability.
6. According to the video, the Zhunrize model will sustain itself because we
will have millions more customers than distributors. Later, the moderator in the
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video claims we have the Vendor Relationships, the Logistics, the Payment
Gateways to reach millions of new customers each month.
7. Zhunrize does not disclose, however, that to date substantially all of its
revenue (more than 98%) has comes from the sale of memberships (referred to as
stores) and the corresponding monthly internet hosting fees associated with
operating those stores, rather than the sale of products.
8. Further, the product sales that do take place are, overall, not profitable. The
lucrative returns paid to investors come from fees paid by other investors.
9. Promotional literature used by Zhunrize also tout the lucrative profits that
can be earned from the recruitment of additional members, even suggesting that
members can make a return of over 800%.
10. Thus, contrary to the representations to potential investors, Zhunrize is
actually a fraudulent pyramid scheme.
VIOLATIONS
11. Defendants have engaged and, unless restrained and enjoined by this Court,
will continue to engage in acts and practices that constitute and will constitute
violations of Sections 5(a), (c) and 17(a) of the Securities Act of 1933 (Securities
Act) [15 U.S.C. 77e(a), 77e(c) and 77q(a)] and Sections 10(b) of the Securities
3

Exchange Act of 1934 (Exchange Act) [15 U.S.C. 78j(b)] and Rule 10b-5
thereunder [17 C.F.R. 240.10b-5].
JURISDICTION AND VENUE
12. The Commission brings this action pursuant to Sections 20 and 22 of the
Securities Act [15 U.S.C. 77t and 77v] and Sections 21(d) and 21(e) of the
Exchange Act [15 U.S.C. 78u(d) and 78u(e)] to enjoin Defendants from
engaging in the transactions, acts, practices, and courses of business alleged in this
complaint, and transactions, acts, practices, and courses of business of similar purport
and object, for civil penalties and for other equitable relief.
13. This Court has jurisdiction over this action pursuant to Section 22 of the
Securities Act [15 U.S.C. 77v] and Sections 21(d), 21(e), and 27 of the Exchange
Act [15 U.S.C. 78u(d), 78u(e), and 78aa].
14. Defendants, directly and indirectly, made use of the mails, the means and
instruments of transportation and communication in interstate commerce and the
means and instrumentalities of interstate commerce in connection with the
transactions, acts, practices, and courses of business alleged in this complaint and
made use of mail and means of instrumentality of interstate commerce to effect
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transactions, or to induce or to attempt to induce the purchase or sale of securities
alleged in this complaint.
15. Certain of the transactions, acts, practices, and courses of business
constituting violations of the Securities Act and the Exchange Act occurred in the
Northern District of Georgia. In addition, Pan resides in the Northern District of
Georgia and directed the operations of Zhunrize from the Northern District of
Georgia.
16. Defendants, unless restrained and enjoined by this Court, will continue to
engage in the transactions, acts, practices, and courses of business alleged in this
complaint, and in transactions, acts, practices, and courses of business of similar
purport and object.
THE DEFENDANTS
17. Zhunrize is a Georgia corporation founded in 2012 and located in Atlanta.
The company purports to be in the business of selling online stores to its members
that they can then use to sell merchandise to others. Zhunrize has never registered
an offering of securities under the Securities Act or a class of securities under the
Exchange Act.
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18. J eff Pan, age 52 and a resident of Suwanee, Georgia, is the CEO of
Zhunrize.
THE FRAUDULENT SCHEME
A. Zhunrizes Organization and Operations
19. Zhunrize is a multi-level marketing business that recruits its members
through word-of-mouth, its website, webinars and seminars conducted around the
country by Pan and others.
20. Defendants solicit investors through webinars and in-person presentations.
Defendants have conducted seminars in most of the major cities in the United
States. Pan also has traveled to China and Korea to solicit investors.
21. Much of Defendants solicitations come through on-line webinars and
videos released through You-Tube. These videos include references to written
documentation, including the commission structures and charts referenced in the
Complaint.
22. Zhunrizes purported business plan is to marry online shopping with social
media in hopes of acquiring 500 million customers and $10 billion in sales by
2020. Zhunrize offers a turnkey opportunity for individuals by providing
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individuals with a personal website containing an online savings store (OSS)
through which the investor can earn income in several ways.
23. In keeping with its representations to act as a turnkey business, Zhunrize
performs the key managerial functions and provides extensive assistance to store
owners.
24. The company chooses the types of products and services that are offered in
the stores, and the company negotiates the prices for those products. The company
also provides increased levels of marketing support, mostly in the forms of ready-
made e-mails and e-mail campaigns, for higher levels of membership.
25. Zhunrize maintains a separate website known as Zhuncity.com, which
functions as a portal for all of the online stores of Zhunrizes members. If a
product purchase is made, a third-party provider receives the order through the
Zhunrize website and ships the merchandise from its facilities to the customer.
Zhunrize handles all customer service issues, such as the preparation of invoices,
and if a customer returns an item to the third-party provider Zhunrize refunds the
amount paid for the merchandise. Zhunrize also administers the complex
compensation formula that distributes profts through the membership.
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26. Zhunrize further claims that it uses unique analytics, which it calls geo-
fencing, to drive customer traffic to the Zhunrize members on-line store.
27. There are five options for joining Zhunrize.
28. Under the first option, an investor is not required to buy an online savings
store (OSS). Instead, the investor becomes an Independent Customer
Representative (ICR), and for the cost of $20 a month, the investor can receive
commissions for referring others to become a Zhunrize ICR or for purchasing an
OSS from the investor.
29. The amount of those commissions to an ICR member, however, is limited.
Although the marketing literature states that an ICR is eligible for commissions
from product sales, it is unclear how such product sales would be tracked given
that the ICR has no OSS through which to process such sales.
30. The remaining four membership options require the investor to purchase an
OSS. These OSSs are offered at varying levels of fees, merchandise offered and
commission structure.
31. An investor who joins Zhunrize by purchasing an ECR OSS pays a $99
membership fee and a $30 monthly internet hosting fee. According to
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Zhunrizes marketing materials, an ECR investor begins at the minimal
compensation level.
32. The next level of OSS is Basic, which requires a $495 membership fee and a
$50 monthly hosting fee.
33. The Pro level requires a $1,500 membership fee and a $70 monthly hosting
fee.
34. Finally the Premier level requires a $3,000 membership fee and $100
monthly hosting fee. Only Premier level investors are eligible for Zhunrizes
full compensation structure.
35. Once a member purchases an OSS, the member receives a personal website
containing his online store, which is basically a duplication of Zhunrizes own
website, Zhuncity.com. The member can then direct others to his store to purchase
items.
36. The Zhuncity.com website functions as a portal for all of the online stores of
Zhunrizes members. If a purchase is made through a members personal store, a
third-party provider receives the order through the Zhuncity.com website and ships
the merchandise from its facilities to the customer.
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37. Seventy percent of Zhunrizes members are at the Basic OSS level, while
twenty percent are at the Pro OSS level and the remaining ten percent are at the
Premier OSS level. Zhunrize has approximately 77,000 stores at present.
38. Zhunrizes business model purports to be premised on the idea that it can
obtain desirable products at lower prices than its competitors, like Amazon, eBay
and Walmart. Yet, the products currently available on the Zhuncity website are not
the type of products that are likely to generate a high demand.
39. Moreover, in order to undercut its competitors pricing, Zhunrize will
necessarily have significantly smaller profit margins. In fact, Pan has admitted that
Zhunrize loses money on some of the products they sell.
B. Zhunrizes Compensation Structure Is Predicated Largely on the
Recruitmement of New Investors
40. Zhunrizes website and other promotional materials identify several avenues
by which members can generate returns.
41. Because the vast majority of Zhunrizes revenue (and virtually all of the
profits distributed to members) comes from store sales and monthly internet
hosting fees, the amounts paid for product sales commissions are largely irrelevant.
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Nevertheless, Zhunrize purports to pay 50% of the profit from each product sale to
the investor.
42. The remaining benefits paid by Zhunrize fall into five other categories. The
most lucrative potential returns come from the recruitment of additional members.
a. The Generation Sales Override
43. The Generation Sales Override program provides compensation based on the
recruitment of new members (primarily recruitment by others than the member),
and does not depend on the sale of any product.
44. A chart created by Zhunrize and used during webinars for potential
investors, illustrates the potentially lucrative profits flowing from the recruitment
of downstream members.
45. According to the chart, a premier member that recruits three ECR members
will receive 15% of the $99 paid by each new member (a total of $45). If the three
first generation members each recruit 3 new ECR members, the premier member
will receive 10% of the $99 paid by the nine second generation members (a total of
$89). If this recruitment rate continues through the 10th generation (i.e. each new
member recruits three additional members), the chart shows that the initial premier
member would earn approximately $263,000 from the sale of the approximately
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88,500 downstream ECR memberships. This represents a return of approximately
8,666% on the premier members $3,000 initial investment. The chart also shows
that the premier member would earn an additional $900,000 from the hosting fees
paid by the downstream members.
46. According to another chart, if the downstream investors purchase the
Basic level ($495) rather than the ECR level, the returns to the premier
member from the sale of 10 generations jumps to $1.3 million (a return of
43,233%) and the internet hosting fees grows to just over $1 million.
47. Both charts also show potentially significant amounts of revenue that could
be generated from product sales by the downstream members, but neither chart
identifies what percentage or amount, if any, would be paid to the premier
member.
b. The Monthly 2x5 Matrix
48. The Monthly 2x5 Matrix compensation program also offers compensation
connected with the sale of new stores and does not depend on the sale of any
products.
49. Under this program, members can receive commissions based on the internet
hosting fees paid by new members they recruit, and their downstream recruits.
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50. The initial member can sponsor at least two, or up to five additional
members and then earn amounts ranging from $.40 to $2.50 per member on
members five levels down from the members sponsored initially, depending on the
membership level of the initial member and those in his matrix.
51. In a chart drafted by Pan and used in marketing videos, the matrix can
expand to eighteen levels including 524,286 members, based on which the initial
member can earn $314,572 in monthly fees, which comes from the hosting fees
paid by downstream members.
c. The Daily Bonus Pool
52. A new member becomes eligible for the daily bonus pool by selling (or
buying) at least one product worth $30 in the first month. He can then participate
in the daily pool for however many days are remaining in the month of the sale and
the following month.
53. Because Zhunrize does not ship products outside the United States, the
product sales requirement is waived for international members. Zhunrize has close
to 40,000 stores in Korea and 1,000 stores in China.
54. To calculate the amount available for the daily bonus pool, Zhunrize takes
20% of the net profit on that particular days product sales and 20% of the gross
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amount for the stores sold and hosting fees collected that day and allocates that
amount on a pro rata basis to all eligible investors.
55. The fact that members can participate in this pool with only one minimal
product sales and the fact that the product sale requirement is waived for foreign
investors demonstrates that the focus of Zhunrizes commission structure is store
sales and hosting fees.
d. The Monthly Bonus Pool
56. The importance of recruiting new members into the Zhunrize scheme is
highlighted by the requirements for eligibility to join in the monthly bonus pool.
57. To join the monthly pool, a member must recruit three new members within
thirty days or five new members within an unlimited time. Although there is a
product sale component to eligibility, it is negligible.
58. Zhunrize places 15% of its net profit on a particular months product sales
with 15% of the gross amount for the stores sold and hosting fees collected that
month into this bonus pool to be paid to eligible members on the 15
th
of each
succeeding month. Again this amount is allocated to members on a pro rata basis.
59. Investors have the option of having their commissions paid to them or
converting their commissions into points. The more points an investor has the
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higher the pro rata portion of the bonus pool that investor will receive. Once an
investor has chosen to convert his commissions into points, the investor is
permitted to request that those points revert to cash, but only 20% of those points
can be redeemed as cash each month.
e. The Daily Leadership Matching Bonus
60. Finally, the Daily Leadership Matching Bonus is paid to premier level
members who recruit three members after these members recruit three members
each, provided that some of the new members are also at the premier level.
61. Again the focus of this commission structure is the recruitment of new
members, and there is not product sale requirement for eligibility.
62. The commissions paid consist of ten percent of the store sales and product
sales, but not hosting fees, of the stores in the premier members downline.
C. Zhunrizes Revenues Flow Predominantly from the Recruitment
of New Investors Rather than the Sale of Products
63. The vast majority of Zhunrizes business activity is associated with non-
product revenue.
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64. In fact, during two years of Zhunrizes operations, beginning in J uly 2012
through late J uly 2014, virtually none of the $105 million in revenue received by
Zhunrize was derived from product sales.
65. Zhunrize received a total of approximately $105.07 million in revenue from
all sources during this period.
66. Of this, Zhunrize earned $103.66 million, or 98.66% of its revenue, from
membership sales, the initial monthly hosting fee paid by a new member in
connection with the purchase of a store, and the membership fee and initial hosting
fee associated with an existing members purchase of an upgraded membership.
67. The amount of revenue earned from merchandise sales, which is calculated
as the total amount of revenue less that earned from membership and initial hosting
fees ($105.07 million minus $103.66 million), was only $1.41 million, or 1.34% of
the total revenue received during the same period.
68. These revenue figures do not include the subsequent monthly hosting fees.
If they were included, revenue from merchandise sales would be even a smaller
percentage of total revenues.
69. Zhunrize has admitted that in 2014, the company has paid $340,000 in
commissions to its members based on product sales and almost $51 million in
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commissions based on the sale of new stores (i.e. new memberships) and the
hosting fees associated with those stores.
70. Both Pan and a Zhunrize vice-president admitted that the company currently
derives 80-90% of its revenue from selling online stores and collecting the monthly
internet hosting fees associated with those stores, as opposed to the sale of actual
products from the stores.
71. Moreover, the actual profits that Zhunrize makes on its product sales are
negligible.
72. The results of Zhunrizes operations on March 5, 2014 provide a clear
example Zhunrizes typical revenue stream as they show the following: 1)
Zhunrize made only a small percentage of its revenue from product sales; 2)
Zhunrize lost money on the minimal amount of products it did sell when
commissions and profit sharing pool contributions were included; and 3) the
commissions Zhunrize became obligated to pay, both directly and through bonus
pools, were overwhelmingly derived from non-product sales.
73. On March 5, 2014, Zhunrize earned total revenue of $235,344. Of this total,
sales of new stores were $220,392 or 93.65%, hosting fees were $11,745 or 4.99%,
and product sales were $3,207 or 1.36%. Zhunrize therefore received $232,137, or
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98.64%, of its revenue on March 5 from the sale of either online stores or hosting
fees, with only 1.36% coming from the sale of actual products.
74. Furthermore, the product sales were not profitable. Zhunrize received
$3,207 in revenue for these products, collected $71 in sales taxes and recorded
$2,909 in costs of goods sold, leaving a net profit of $227.
75. Zhunrize, however, must pay commissions to its members for goods sold
through their stores and make payments to its profit sharing pools.
76. Zhunrize represents that it pays 50% of the net profits from product sales in
commissions. Of the remaining 50%, Zhunrize represents that it apportions 20%
for the daily bonus pool, 15% for the monthly bonus pool, and some additional
portion for generation sales overrides and the daily leadership matching bonus.
77. On March 5, 2014, Zhunrize paid $737 in commissions on the sales and
contributions to the profit sharing pools, resulting in a loss on the goods sold on
that date of $510.
78. To put the revenue sources in perspective, on March 5, Zhunrize also
became obligated to pay $160,635 in commissions and pool contributions, virtually
all funded by membership and hosting fees.
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79. The company became obligated on March 5th to pay a total of $99,591 in
direct commissions, including $93,947 in commissions paid on sales of stores
(essentially membership fees) or 94.33%, $5,110 in commissions paid on internet
hosting fees or 5.13%, and $534 paid on product sales or 0.54%.
80. Of the total of $99,591 in total direct commissions, 99.46% were therefore
tied to the sale of stores and internet hosting fees while only 0.54% came from
product sales.
81. The same pattern is present when the delayed liabilities for the $13,957 for
the leadership bonus pool and $47,087 for the profit sharing pools are added to the
figure for the direct commissions that became payable on March 5th.
D. Zhunrize is a Fraudulent Pyramid Scheme.
82. Zhunrize represents itself to be a retail products sales organization.
83. For example, in a J uly 2014 webinar, Pan projected $90 million per month in
product sales by December 2014. There is no basis for this projection given the
companys past performance.
84. The maximum product sales in any month appear to be approximately
$100,000.
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85. Moreover, an on-line Zhunrize promotional video claims that it is different
from other multi-level marketing plans, in that Zhunrize has sustainability.
86. Specifically, the video states:
Sustainability comes from having more customers than
distributors. That creates sustainability. Until now, profit
sharing companies have struggled to do that. Well, welcome to
Zhunrize . . . .This model will sustain itself because we will have
millions of more customers than distributors . . . .
87. Later, the moderator in the video claims we have the Vendor Relationships,
the Logistics, the Payment Gateways to reach millions of new customers each
month.
88. Zhunrize does not disclose that, contrary to these representations, Zhunrize
has historically generated substantially all of its revenue from the sale of new
memberships rather than the sale of products.
89. Zhunrize compensates its members from the sale of new memberships and
the subsequent sale of downstream memberships, and the hosting fees paid by
those members. Zhunrize offers potentially lucrative returns from the sale of new
memberships, regardless of any product sales.
90. Also, virtually all of the companys revenues come from signup fee and
monthly internet hosting fees, and the vast majority of the commissions paid to
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members are based on such fees collected by the company and from a members
downline.
91. Defendants have misled investors by representing that the income stream
available to investors is generated by product sales, when in reality, product sales
make up a minimal portion of Zhunrizes overall revenues.
92. The statements about sustainability and the comparison to other profit
sharing companies imply that Zhunrize is a legitimate multi-level marketing
program rather than a pyramid scheme. This is false because Zhunrize operates as
a pyramid scheme.
93. Defendants have failed to disclose that the vast majority of commissions
paid to investors are based on store sales and hosting fees.
94. Moreover, Defendants have failed to disclose to investors that product sales
do not generate sufficient revenues to cover the product costs, plus the
commissions associated with those products sales.
95. Zhunrize touts the potentially lucrative profits to be earned through the sale
of new memberships, including a chart showing that a premier member can earn a
43,333% return by recruiting three new basic members, if that recruitment rate
continues through the tenth generation. These representations of exorbitant
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returns, absent any disclosure of the pyramid nature of the Zhunrize program, are
also misleading.
96. Defendants further their fraudulent scheme by representing to investors that
Zhunrize has worldwide sales without disclosing to investors that it cannot ship
products outside the United States.
97. To the extent that Zhunrize has worldwide sales, it is the result of stores
sales to foreign investors, and Zhunrize waives all product sales requirements for
foreign investors.
98. Of Zhunrizes 77,000 OSSs, Zhunrize currently has close to 40,000 OSSs in
Korea and 1,000 OSSs in China.
99. Such misrepresentations further Defendants scheme to defraud investors
into believing that Zhunrize has robust product sales when in fact such sales are
largely irrelevant to the commissions paid to members.
COUNT IFRAUD
Violations of Section 17(a)(1) of the Securities Act
[15 U.S.C. 77q(a)(1)]
100. Paragraphs 1 through 99 are hereby re-alleged and are incorporated herein
by reference.
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101. From at least 2012 to the present, Defendants, in the offer and sale of the
securities described herein, by the use of means and instruments of transportation and
communication in interstate commerce and by use of the mails, directly and
indirectly, employed devices, schemes and artifices to defraud purchasers of such
securities, all as more particularly described above.
102. Defendants knowingly, intentionally, and/or recklessly engaged in the
aforementioned devices, schemes and artifices to defraud.
103. While engaging in the course of conduct described above, Defendants acted
with scienter, that is, with an intent to deceive, manipulate or defraud or with a
severe reckless disregard for the truth.
104. By reason of the foregoing, the defendants, directly and indirectly, have
violated and, unless enjoined, will continue to violate Section 17(a)(1) of the
Securities Act [15 U.S.C. 77q(a)(1)].
COUNT IIFRAUD
Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act
[15 U.S.C. 77q(a)(2) and 77q(a)(3)]
105. Paragraphs 1 through 99 are hereby realleged and are incorporated herein by
reference.
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106. From at least 2012 to the present, Defendants, in the offer and sale of the
securities described herein, by use of means and instruments of transportation and
communication in interstate commerce and by use of the mails, directly and
indirectly:
a. obtained money and property by means of untrue statements of
material fact and omissions to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading; and
b. engaged in transactions, practices and courses of business
which would and did operate as a fraud and deceit upon the purchasers of such
securities,
all as more particularly described above.
107. By reason of the foregoing, Defendants, directly and indirectly, have
violated and, unless enjoined, will continue to violate Sections 17(a)(2) and
17(a)(3) of the Securities Act [15 U.S.C. 77q(a)(2) and 77q(a)(3)].
24

COUNT IIIFRAUD
Violations of Section 10(b) of the Exchange Act
[15 U.S.C. 78j(b)]and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5]
108. Paragraphs 1 through 99 are hereby re-alleged and are incorporated herein
by reference.
109. From at least 2012 to the present, Defendants, in connection with the
purchase and sale of securities described herein, by the use of the means and
instrumentalities of interstate commerce and by use of the mails, directly and
indirectly:
a. employed devices, schemes, and artifices to defraud;
b. made untrue statements of material facts and omitted to state material
facts necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and
c. engaged in acts, practices, and courses of business which would and
did operate as a fraud and deceit upon the purchasers of such securities,
all as more particularly described above.
110. Defendants knowingly, intentionally, and/or recklessly engaged in the
aforementioned devices, schemes and artifices to defraud, made untrue statements
25

of material facts and omitted to state material facts, and engaged in fraudulent acts,
practices and courses of business. In engaging in such conduct, Defendants acted
with scienter, that is, with an intent to deceive, manipulate or defraud or with a
severe reckless disregard for the truth.
111. By reason of the foregoing, Defendants, directly and indirectly, have
violated and, unless enjoined, will continue to violate Section 10(b) of the
Exchange Act [15 U.S.C. 78j(b)] and Rule 10b-5 thereunder [17 C.F.R.
240.10b-5].
COUNT IVUNREGISTERED OFFERING OF SECURITIES
Violations of Sections 5(a) and 5(c) of the Securities Act
[15 U.S.C. 77e(a) and 77e(c)]
112. Paragraphs 1 through 99 are hereby realleged and are incorporated herein by
reference.
113. No registration statement has been filed or is in effect with the Commission
pursuant to the Securities Act and no exemption from registration exists with
respect to the transactions described herein.
114. From at least 2012 to the present, Defendants, singly and in concert, have:
26

(a) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to sell
securities, through the use or medium of a prospectus or otherwise;
(b) carried securities or caused such securities to be carried through
the mails or in interstate commerce, by any means or instruments of
transportation, for the purpose of sale or for delivery after sale; and
(c) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to offer to sell
or offer to buy securities, through the use or medium of any
prospectus or otherwise,
without a registration statement having been filed with the Commission as to such
securities.
115. By reason of the foregoing, Defendants, directly and indirectly, singly and in
concert, have violated Sections 5(a) and 5(c) of the Securities Act [15 U.S.C.
77e(a) and 77e(c)].
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PRAYER FOR RELIEF
WHEREFORE, Plaintiff Commission respectfully prays for:
I.
Findings of fact and conclusions of law pursuant to Rule 52 of the Federal
Rules of Civil Procedure, finding that Defendants named herein committed the
violations alleged herein.
II.
A temporary restraining order, preliminary and permanent injunctions
enjoining the defendants, their officers, agents, servants, employees, and attorneys
from violating, directly or indirectly, Sections 5(a), 5(c) and 17(a) of the Securities
Act [15 U.S.C. 77e(a), 77e(c) and 77q(a)] and Section 10(b) of the Exchange
Act [15 U.S.C. 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 240.10b-5].
III.
An order freezing the assets of Defendants.
IV.
An order requiring an accounting by of the use of proceeds of the fraudulent
conduct described in this Complaint and the disgorgement by the defendants of all
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ill-gotten gains or unjust enrichment with prejudgment interest, to effect the remedial
purposes of the federal securities laws.
V.
An order pursuant to Section 20(d) of the Securities Act [15 U.S.C. 77t(d)],
Section 21(d)(3) of the Exchange Act [15 U.S.C. 78u(d)(3)] imposing civil penalties
against defendants.
VI.
An order expediting discovery in this proceeding and prohibiting defendants
from destroying, altering or removing assets.
VII.
Such other and further relief as this Court may deem just, equitable, and
appropriate in connection with the enforcement of the federal securities laws and for
the protection of investors.
29

Plaintiff requests a jury trial.
Dated: September 22, 2014
Respectfully submitted,
/s/ Kristin B. Wilhelm
Kristin B. Wilhelm
Senior Trial Counsel
Georgia Bar No. 759054
Tel: (404) 842-7655
Email: wilhelmk@sec.gov
M. Graham Loomis
Regional Trial Counsel
Georgia Bar No. 457868
Tel: (404) 842-7622
COUNSEL FOR PLAINTIFF
Securities and Exchange
Commission
3475 Lenox Road, N.E.
Suite 500
Atlanta, Georgia 30326-1232
Tel: (404) 842-7600
Fax: (404) 842-7666
30

JS44 (Rev. 1/13 NDGA) CIVIL COVER SHEET
Case 1:14-cv-03030-RWS Document 1-1 Filed 09/22/14 Page 1 of 2
The JS44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of pleadings or other papers as required by law, except as
provided by local rules of court. This form is required for the use of the Clerk of Court for the purpose of initiating the civil docket record. (SEE INSTRUCTIONS ATTACHED)
I. (a) PLAINTIFF(S) DEFENDANT(S)

SecuritiesandExchangeCommission Zhunrize,Inc.,andJ effPan
(b) COUNTY OF RESIDENCE OF FIRST LISTED COUNTY OF RESIDENCE OF FIRST LISTED
PLAINTIFF
Gwinnett
DEFENDANT
(EXCEPT IN U.S. PLAINTIFF CASES) (IN U.S. PLAINTIFF CASES ONLY)
NOTE: IN LAND CONDEMNATION CASES, USE THE LOCATION OF THE TRACT OF
LAND INVOLVED
(c) ATTORNEYS (FIRM NAME, ADDRESS, TELEPHONE NUMBER, AND ATTORNEYS (IF KNOWN)
E-MAIL ADDRESS)
M.GrahamLoomisandKristinB.Wilhelm DavidVanSambeekandDanaThomasKislig
U.S.SecuritiesandExchangeCommission Wellman&Warren,LLP
950WestPacesFerryRoad,N.E.,Suite900 24411RidgeRouteDrive,Suite200
Atlanta,GA30326 LagunaHills,CA92653
404-842-7600 949-205-7333
loomism@sec.gov;wilhelmk@sec.gov davidv@w-wlaw.com;danak@w-wlaw.com
II. BASIS OF JURISDICTION III. CITIZENSHIP OF PRINCIPAL PARTIES
(PLACE AN X IN ONE BOX ONLY) (PLACE AN X IN ONE BOX FOR PLAINTIFF AND ONE BOX FOR DEFENDANT)
(FOR DIVERSITY CASES ONLY)
PLF DEF PLF DEF
1 U.S. GOVERNMENT 3 FEDERAL QUESTION 1 1 CITIZEN OF THIS STATE 4 4 INCORPORATED OR PRINCIPAL
PLAINTIFF (U.S. GOVERNMENT NOT A PARTY) PLACE OF BUSINESS IN THIS STATE
2 U.S. GOVERNMENT 4 DIVERSITY 2 2 CITIZEN OF ANOTHER STATE 5 5 INCORPORATED AND PRINCIPAL
DEFENDANT (INDICATE CITIZENSHIP OF PARTIES PLACE OF BUSINESS IN ANOTHER
IN ITEM III) STATE
3 3 CITIZEN OR SUBJECT OF A
FOREIGN COUNTRY 6 6 FOREIGN NATION
IV. ORIGIN (PLACE AN X IN ONE BOX ONLY)
1 ORIGINAL
PROCEEDING
2 REMOVED FROM
STATE COURT
3 REMANDED FROM
APPELLATE COURT
4 REINSTATED OR
REOPENED
TRANSFERRED FROM
5 ANOTHER DISTRICT
(Specify District)
6 MULTIDISTRICT
LITIGATION
APPEAL TO DISTRICT JUDGE
7 FROM MAGISTRATE JUDGE
JUDGMENT
V. CAUSE OF ACTION (CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE A BRIEF STATEMENT OF CAUSE - DO NOT CITE
JURISDICTIONAL STATUTES UNLESS DIVERSITY)
ThecomplaintallegesviolationsofSections5(a),(c)and17(a)oftheSecuritiesActof1933
(SecuritiesAct)[15U.S.C.77e(a),77e(c)and77q(a)]andSections10(b)oftheSecurities
ExchangeActof1934(ExchangeAct)[15U.S.C.78j(b)].
(IF COMPLEX, CHECK REASON BELOW)
1. Unusually large number of parties. 6. Problems locating or preserving evidence
2. Unusually large number of claims or defenses. 7. Pending parallel investigations or actions by government.
3. Factual issues are exceptionally complex 8. Multiple use of experts.
4. Greater than normal volume of evidence. 9. Need for discovery outside United States boundaries.
5. Extended discovery period is needed. 10. Existence of highly technical issues and proof.
CONTINUED ON REVERSE
FOR OFFICE USE ONLY
RECEIPT # AMOUNT $ APPLYING IFP MAG. JUDGE (IFP)
JUDGE MAG. JUDGE
(Referral)
NATURE OF SUIT CAUSE OF ACTION _

Case 1:14-cv-03030-RWS Document 1-1 Filed 09/22/14 Page 2 of 2
VI. NATURE OF SUIT (PLACE AN X IN ONE BOX ONLY)
CONTRACT - "0" MONTHS DISCOVERY TRACK
150 RECOVERY OF OVERPAYMENT &
ENFORCEMENT OF JUDGMENT
152 RECOVERY OF DEFAULTED STUDENT
LOANS (Excl. Veterans)
153 RECOVERY OF OVERPAYMENT OF
VETERAN'S BENEFITS
CONTRACT - "4" MONTHS DISCOVERY TRACK
110 INSURANCE
120 MARINE
130 MILLER ACT
140 NEGOTIABLE INSTRUMENT
151 MEDICARE ACT
160 STOCKHOLDERS' SUITS
190 OTHER CONTRACT
195 CONTRACT PRODUCT LIABILITY
196 FRANCHISE
REAL PROPERTY - "4" MONTHS DISCOVERY
TRACK
210 LAND CONDEMNATION
220 FORECLOSURE
230 RENT LEASE & EJECTMENT
240 TORTS TO LAND
245 TORT PRODUCT LIABILITY
290 ALL OTHER REAL PROPERTY
TORTS - PERSONAL INJURY - "4" MONTHS
DISCOVERY TRACK
310 AIRPLANE
315 AIRPLANE PRODUCT LIABILITY
320 ASSAULT, LIBEL & SLANDER
330 FEDERAL EMPLOYERS' LIABILITY
340 MARINE
345 MARINE PRODUCT LIABILITY
350 MOTOR VEHICLE
355 MOTOR VEHICLE PRODUCT LIABILITY
360 OTHER PERSONAL INJURY
362 PERSONAL INJURY - MEDICAL
MALPRACTICE
365 PERSONAL INJURY - PRODUCT LIABILITY
367 PERSONAL INJURY - HEALTH CARE/
PHARMACEUTICAL PRODUCT LIABILITY
368 ASBESTOS PERSONAL INJURY PRODUCT
LIABILITY
TORTS - PERSONAL PROPERTY - "4" MONTHS
DISCOVERY TRACK
370 OTHER FRAUD
371 TRUTH IN LENDING
380 OTHER PERSONAL PROPERTY DAMAGE
385 PROPERTY DAMAGE PRODUCT LIABILITY
BANKRUPTCY - "0" MONTHS DISCOVERY TRACK
CIVIL RIGHTS - "4" MONTHS DISCOVERY TRACK
441 VOTING
442 EMPLOYMENT
443 HOUSING/ ACCOMMODATIONS
444 WELFARE
440 OTHER CIVIL RIGHTS
445 AMERICANS with DISABILITIES - Employment
446 AMERICANS with DISABILITIES - Other
448 EDUCATION
IMMIGRATION - "0" MONTHS DISCOVERY TRACK
462 NATURALIZATION APPLICATION
465 OTHER IMMIGRATION ACTIONS
PRISONER PETITIONS - "0" MONTHS DISCOVERY
TRACK
463 HABEAS CORPUS- Alien Detainee
510 MOTIONS TO VACATE SENTENCE
530 HABEAS CORPUS
535 HABEAS CORPUS DEATH PENALTY
540 MANDAMUS & OTHER
550 CIVIL RIGHTS - Filed Pro se
555 PRISON CONDITION(S) - Filed Pro se
560 CIVIL DETAINEE: CONDITIONS OF
CONFINEMENT
PRISONER PETITIONS - "4" MONTHS DISCOVERY
TRACK
550 CIVIL RIGHTS - Filed by Counsel
555 PRISON CONDITION(S) - Filed by Counsel
FORFEITURE/PENALTY - "4" MONTHS DISCOVERY
TRACK
625 DRUG RELATED SEIZURE OF PROPERTY
21 USC 881
690 OTHER
LABOR - "4" MONTHS DISCOVERY TRACK
710 FAIR LABOR STANDARDS ACT
720 LABOR/MGMT. RELATIONS
740 RAILWAY LABOR ACT
751 FAMILY and MEDICAL LEAVE ACT
790 OTHER LABOR LITIGATION
791 EMPL. RET. INC. SECURITY ACT
PROPERTY RIGHTS - "4" MONTHS DISCOVERY TRACK
820 COPYRIGHTS
840 TRADEMARK
PROPERTY RIGHTS - "8" MONTHS DISCOVERY TRACK
830 PATENT
SOCIAL SECURITY - "0" MONTHS DISCOVERY
TRACK
861 HIA (1395ff)
862 BLACK LUNG (923)
863 DIWC (405(g))
863 DIWW (405(g))
864 SSID TITLE XVI
865 RSI (405(g))
FEDERAL TAX SUITS - "4" MONTHS DISCOVERY
TRACK
870 TAXES (U.S. Plaintiff or Defendant)
871 IRS - THIRD PARTY 26 USC 7609
OTHER STATUTES - "4" MONTHS DISCOVERY
TRACK
375 FALSE CLAIMS ACT
400 STATE REAPPORTIONMENT
430 BANKS AND BANKING
450 COMMERCE/ICC RATES/ETC.
460 DEPORTATION
470 RACKETEER INFLUENCED AND CORRUPT
ORGANIZATIONS
480 CONSUMER CREDIT
490 CABLE/SATELLITE TV
891 AGRICULTURAL ACTS
893 ENVIRONMENTAL MATTERS
895 FREEDOM OF INFORMATION ACT
950 CONSTITUTIONALITY OF STATE STATUTES
890 OTHER STATUTORY ACTIONS
899 ADMINISTRATIVE PROCEDURES ACT /
REVIEW OR APPEAL OF AGENCY DECISION
OTHER STATUTES - "8" MONTHS DISCOVERY
TRACK
410 ANTITRUST
850 SECURITIES / COMMODITIES / EXCHANGE
OTHER STATUTES - 0" MONTHS DISCOVERY
TRACK
896 ARBITRATION
(Confirm / Vacate / Order / Modify)
* PLEASE NOTE DISCOVERY
TRACK FOR EACH CASE TYPE.
SEE LOCAL RULE 26.3
422 APPEAL 28 USC 158
423 WITHDRAWAL 28 USC 157
VII. REQUESTED IN COMPLAINT:
CHECK IF CLASS ACTION UNDER F.R.Civ.P. 23 DEMAND $_____________________________
JURY DEMAND YES NO (CHECK YES ONLY IF DEMANDED IN COMPLAINT)
VIII. RELATED/REFILED CASE(S) IF ANY
JUDGE_______________________________ DOCKET NO._______________________
CIVIL CASES ARE DEEMED RELATED IF THE PENDING CASE INVOLVES: (CHECK APPROPRIATE BOX)
1. PROPERTY INCLUDED IN AN EARLIER NUMBERED PENDING SUIT.
2. SAME ISSUE OF FACT OR ARISES OUT OF THE SAME EVENT OR TRANSACTION INCLUDED IN AN EARLIER NUMBERED PENDING SUIT.
3. VALIDITY OR INFRINGEMENT OF THE SAME PATENT, COPYRIGHT OR TRADEMARK INCLUDED IN AN EARLIER NUMBERED PENDING SUIT.
4. APPEALS ARISING OUT OF THE SAME BANKRUPTCY CASE AND ANY CASE RELATED THERETO WHICH HAVE BEEN DECIDED BY THE SAME
BANKRUPTCY JUDGE.
5. REPETITIVE CASES FILED BY PRO SE LITIGANTS.
6. COMPANION OR RELATED CASE TO CASE(S) BEING SIMULTANEOUSLY FILED (INCLUDE ABBREVIATED STYLE OF OTHER CASE(S)):
7. EITHER SAME OR ALL OF THE PARTIES AND ISSUES IN THIS CASE WERE PREVIOUSLY INVOLVED IN CASE NO. , WHICH WAS
DISMISSED. This case IS IS NOT (check one box) SUBSTANTIALLY THE SAME CASE.
/s/KristinB.Wilhelm
9/22/2014
SIGNATURE OF ATTORNEY OF RECORD DATE

SEC V Shunrize Jeff Pan

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Case 1:14-cv-03030-RWS Document 1 Filed 09/22/14 Page 1 of 30

IN THE UNITED STATES DISTRICT COURT

I. (a) PLAINTIFF(S) DEFENDANT(S)

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